Common use of Realization of Security Clause in Contracts

Realization of Security. (a) If the Assignor failed to satisfy any of the Secured Obligations, and the Assignee has given written notice to the Assignor that the Assignees will realize their security, the Assignee shall have the right to sell and transfer any of the Assigned Rights and/or collect any payments due under any of the Assigned Rights or take any other step that may be appropriate and economically reasonable to satisfy outstanding claims arising from or in connection with the Secured Obligations. (b) In case the Assignees should seek to realize their security pursuant to, and in accordance with Clause 5(a) above, the Assignor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale and assignment or other realization of the Assigned Rights and/or the exercise by the Assignees of any other right they may have. The Assignor shall in particular supply the Assignees with all data, including but not limited to customers' names and accounts, required for the collection of any payments that are or will become due under or in respect of the Assigned Rights and, upon the Assignee's request, assist in the collection of all such payments. (c) The proceeds from the realization of the Assigned Rights shall be applied in the following order: (i) expenses incurred in the realization of securities provided in respect of the Secured Obligations (including, but not limited to, taxes, legal fees and other costs); (ii) payment of any sums due as part or in respect of the Secured Obligations as interest, late or penalty interest, commission, fees and ancillary expenses; (iii) repayment of any sums due as part or in respect of the Secured Obligations as principal; and (iv) payment of any other sums due under the Agreement, any guarantees thereof or hereunder. The balance of such proceeds attributable to each of the Assigned Rights, if any, will be paid to the Assignor unless the Assignees are required by law to pay such balance to a third party. (d) The Assignees may, in their sole discretion, determine which of several securities shall be used to satisfy the Secured Obligations. (e) Upon complete satisfaction and settlement of the Secured Obligations the Assignee undertakes to retransfer to the Assignor all Assigned Rights received as security under this agreement as well as any excess proceeds arising from the realization of the security.

Realization of Security. (a) If Upon the Assignor failed occurrence and during the continuance of an Event of Default, the Collateral Agent (acting for itself and on behalf of the other Secured Parties) shall have the right, but not the obligation, without any further prior notice or communication (unless such notice or communication is required by mandatory law) to satisfy the Security Provider to undertake on its own initiative any acts it deems appropriate to enforce the Security created pursuant to this Agreement by: (i) initiating enforcement proceedings with respect to the Security Assets pursuant to any applicable official enforcement procedure including, as the case may be, pursuant to the DEBA; and/or (ii) liquidating the Security Assets in full or in part through private sale (Private Verwertung) or acquisition of the Security Assets for the Collateral Agent's account (Selbsteintritt), in each case without regard to the formalities provided in, any applicable official enforcement procedure laws, in particular, the DEBA, and applying the proceeds thereof to the discharge of the Secured Obligations, and the Assignee has given written notice to the Assignor that the Assignees will realize their security.. For this purpose, the Assignee Collateral Agent shall have be entitled to request the right Security Provider to sell and transfer register any acquirer of the Assigned Rights and/or collect any payments due under any Pledged Quota who acquires the Pledged Quota in the course of enforcement in the quota register as owner of the Assigned Rights or take any other step that may be appropriate and economically reasonable to satisfy outstanding claims arising from or in connection with the Secured ObligationsPledged Quota. (b) In case Notwithstanding the Assignees should seek to realize their security pursuant to, foregoing and in accordance with Clause 5(a) abovenotwithstanding the provision of article 41 DEBA, the Assignor shall, at its own expense, render forthwith all necessary assistance in order Collateral Agent shall be entitled to facilitate institute or pursue the prompt sale and assignment or other enforcement of the Secured Obligations pursuant to regular debt enforcement proceedings without having first to institute proceedings for the realization of the Assigned Rights and/or Pledge created to secure the exercise by the Assignees of any other right they may haveSecured Obligations (Ausschluss des beneficium excussionis realis). The Assignor Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall in particular supply the Assignees with all data, including but not limited to customers' names and accounts, required for the collection of any payments that are or will become due under or in respect of the Assigned Rights and, upon the Assignee's request, assist in the collection of all such paymentsbe admissible. (c) The proceeds from Collateral Agent shall, upon the realization occurrence and during the continuance of an Event of Default, have full discretion as to manner, time and place of enforcement of the Assigned Rights shall be applied in the following order: (i) expenses incurred in the realization of securities provided in respect of the Secured Obligations (including, but not limited to, taxes, legal fees and other costs); (ii) payment of any sums due as part or in respect of the Secured Obligations as interest, late or penalty interest, commission, fees and ancillary expenses; (iii) repayment of any sums due as part or in respect of the Secured Obligations as principal; and (iv) payment of any other sums due under the Agreement, any guarantees thereof or hereunder. The balance of such proceeds attributable to each of the Assigned Rights, if any, will be paid to the Assignor unless the Assignees are required by law to pay such balance to a third partySecurity. (d) The Assignees may, Collateral Agent may act as Collateral Agent contracting in their sole discretion, determine which of several securities shall be used to satisfy its own name and in the Secured Obligations. (e) Upon complete satisfaction and settlement name of the other Secured Obligations Parties and on its and their accounts or for the Assignee undertakes to retransfer to the Assignor all Assigned Rights received as security under this agreement as well as any excess proceeds arising from the realization account of the securitythird persons in private or official enforcement proceedings.

Realization of Security. (a) If Upon the Assignor failed occurrence of an Event of Default which is continuing, the Secured Party shall have the right, but not the obligation, without any further prior notice or communication (unless such notice or communication is required by mandatory law) to satisfy the Security Provider to undertake on its own initiative any acts it deems appropriate to enforce the Security created pursuant to this Agreement by: WEST\258936541.7 (i) initiating enforcement proceedings with respect to the Security Assets pursuant to any applicable official enforcement procedure including, as the case may be, pursuant to the DEBA; and/or (ii) liquidating the Security Assets in full or in part through private sale (Private Verwertung) or acquisition of the Security Assets for the Secured Party's account (Selbsteintritt), in each case without regard to the formalities provided in, any applicable official enforcement procedure laws, in particular, the DEBA, and applying the proceeds thereof to the discharge of the Secured Obligations, and the Assignee has given written notice to the Assignor that the Assignees will realize their security. For this purpose, the Assignee Secured Party shall have be entitled to request the right Security Provider to sell and transfer register any acquirer of the Assigned Rights and/or collect any payments due under any Pledged Shares who acquires the Pledged Shares in the course of enforcement in the share register as owner of the Assigned Rights or take any other step that may be appropriate and economically reasonable to satisfy outstanding claims arising from or in connection with the Secured ObligationsPledged Shares. (b) In case Notwithstanding the Assignees should seek to realize their security pursuant to, foregoing and in accordance with Clause 5(a) abovenotwithstanding the provision of article 41 DEBA, the Assignor shall, at its own expense, render forthwith all necessary assistance in order Secured Party shall be entitled to facilitate institute or pursue the prompt sale and assignment or other enforcement of the Secured Obligations pursuant to regular debt enforcement proceedings without having first to institute proceedings for the realization of the Assigned Rights and/or Pledge created to secure the exercise by the Assignees of any other right they may haveSecured Obligations (Ausschluss des beneficium excussionis realis). The Assignor Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall in particular supply the Assignees with all data, including but not limited to customers' names and accounts, required for the collection of any payments that are or will become due under or in respect of the Assigned Rights and, upon the Assignee's request, assist in the collection of all such paymentsbe admissible. (c) The proceeds from Secured Party shall, upon the realization occurrence of an Event of Default which is continuing, have full discretion as to manner, time and place of enforcement of the Assigned Rights shall be applied in the following order: (i) expenses incurred in the realization of securities provided in respect of the Secured Obligations (including, but not limited to, taxes, legal fees and other costs); (ii) payment of any sums due as part or in respect of the Secured Obligations as interest, late or penalty interest, commission, fees and ancillary expenses; (iii) repayment of any sums due as part or in respect of the Secured Obligations as principal; and (iv) payment of any other sums due under the Agreement, any guarantees thereof or hereunder. The balance of such proceeds attributable to each of the Assigned Rights, if any, will be paid to the Assignor unless the Assignees are required by law to pay such balance to a third partySecurity. (d) The Assignees may, Secured Party may act as Secured Party contracting in their sole discretion, determine which its own name and on its account or for the account of several securities shall be used to satisfy the Secured Obligationsthird persons in private or official enforcement proceedings. (e) Upon complete satisfaction and settlement of the Secured Obligations the Assignee undertakes to retransfer to the Assignor all Assigned Rights received as security under this agreement as well as any excess proceeds arising from the realization of the security.